TERMS AND CONDITIONS OF USE AND LICENSE AGREEMENT ESTOCK PHOTO / ESTOCK TRAVELExcept as specifically granted in this Agreement, the ability to access Content from eStock Photo / eStock Travel does not allow you to use that Content. Please read this Agreement carefully to determine what you may and may not do with the Content you are downloading or purchasing, especially as it relates to model and property releases, copyrights, and permitted and restricted uses. Extended Licenses may be required for certain usages of Royalty Free images not specifically granted by this Agreement. Downloading and/or using any Content from eStock Photo / eStock Travel confirms your acceptance of this Agreement. THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU THE USER ("LICENSEE") AND eStock Photo / eStock Travel ("COMPANY"). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND/OR PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR ANY OTHER MEDIA. IF THE LICENSEE DOES NOT AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT, THE LICENSEE MAY PROMPTLY RETURN THE UNUSED/UNOPENED CD-ROM AND ALL ACCOMPANYING MATERIALS IN THE ORIGINAL PACKAGING FOR A REFUND OF THE PURCHASE PRICE. IMAGERY LICENSED VIA THE WEB MAY NOT BE RETURNED OR REFUNDED. THE TERM "LICENSEE" INCLUDES THE INDIVIDUAL AND COMPANY REGISTERED TO THE ACCOUNT THROUGH WHICH THE IMAGERY IS PURCHASED, OR THE CLIENT OR PRINCIPAL IF AN AGENT IS ACTING ON BEHALF OF THE CLIENT OR OTHER THIRD PARTY AND PROVIDED THAT AGENT AND CLIENT OR PRINCIPAL AGREE TO THE TERMS OF THIS AGREEMENT AND ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT. IF YOU ARE OBTAINING IMAGE REPRODUCTION RIGHTS ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND RIGHT TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INTERMEDIARY SUCH AS AN ADVERTISING AGENCY OR FREELANCE PHOTO EDITOR OR RESEARCHER, THE IMAGERY MUST ONLY BE USED BY ONE CLIENT, WHO IS BOUND BY THE TERMS OF THIS AGREEMENT. AN ADDITIONAL LICENSE IS REQUIRED FOR USE OF THE SAME IMAGERY BY AN ADDITIONAL CLIENT. COMPANY reserves the right to alter or update these terms at any time and you agree to be bound by such alterations or updates. 1. Licensed ImageryImagery means any still image, film or video footage, generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, regardless of the form in which it is delivered. Licensed Imagery means any imagery for which a license has been purchased. 2. License and Ownership – Rights Managed Imagerya. Rights Managed Imagery means Imagery licensed for a limited number of uses as described in the invoice accompanying the purchase of the license. Rights Managed images are marked Rights Managed under the images on the website. b. Comp Use: COMPANY grants you a personal, nontransferable, non-exclusive license to copy the Rights Managed Imagery you have selected onto your computer hard drive and to use the Imagery and any derivative works or copies on one computer and with one user at a time only in the United States. The Imagery may only be copied, modified and incorporated in materials for sample use including comprehensive layouts ("comp use"). The Imagery may not be used in any final materials distributed internally or to the public. All other rights are reserved to COMPANY. You acknowledge that COMPANY must be advised in writing of any re-use or extended use prior to each release or publication. c. Other than the above Comp Use, Imagery may not be used in any way, until an invoice indicating User's right to use same is paid in full unless other payment arrangements have been made. If the Imagery has been purchased and downloaded through this site using a credit card or approved credit account, COMPANY grants you the non-exclusive right to use the Imagery according to the rights selected and indicated via the menu of the COMPANY'S on-line licensing process. LICENSEE may not create any derivative use of Rights Managed Imagery unless indicated on the invoice. LICENSEE may not use the Imagery to promote the sale of imagery in competition with COMPANY. Image(s) to be licensed for use outside of the USA will require additional approval by COMPANY. 3. License and Ownership – Royalty Free ImageryRoyalty Free Imagery is marked Royalty Free below the image on the website. Subject to the terms of this Agreement and payment in full, COMPANY grants LICENSEE a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, COMPANY'S Royalty Free Imagery (whether available as part of a CD-ROM or DVD-ROM collection of imagery or downloaded as single or multiple images or footage clips) an unlimited number of times, in any and all media for the Permitted Uses, and limited by the Restrictions on Use, described below. All other rights to the Imagery, CD-ROM, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by COMPANY. All rights not specifically granted are retained by COMPANY. a. Permitted Uses for Royalty Free Imagery: i. Any print media, including advertising and promotional materials, and editorial publications. ii. Any Internet, intranet, Online or web-based media, provided the size of the imagery does not exceed 500 pixels in width or height iii. Broadcast and Theatrical exhibitions iv. Certain products intended for resale, provided these products are not intended to allow the re-distribution or re-use of the Imagery, subject to the Restrictions on Use and quantity restrictions described below v. Additional and Extended License uses approved in writing by COMPANY vi. LICENSEE may sell or license derivative works incorporating the Imagery. vii. LICENSEE may alter, crop, modify or adapt the Imagery in connection with the above permitted uses. LICENSEE may make a copy of the Imagery for internal back-up purposes, provided COMPANY'S copyright and any image identifying information embedded with the digital file are retained with the file. Limited, temporary transfers of the Imagery are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement. viii. Unless otherwise agreed, use of Rights Managed Imagery is granted for use in the United States only and is limited to one year from date of invoice. b. Restrictions on Use of Royalty Free Imagery: LICENSEE may not use Royalty Free Imagery beyond the terms of this limited license agreement, without first obtaining an Extended License. An Extended License may be obtained by contacting the Licensing Department at Company as described in the Contact Us section of the website. i. Except as provided herein, LICENSEE may not sublicense, sell, assign, convey, loan, lease, rent or in any manner transfer any of its rights under this Agreement. ii. LICENSEE may not incorporate the Imagery into a logo, trademark or service mark. iii. LICENSEE may not sell, license or distribute its final product in such a way that permits LICENSEE'S end users to extract or access the Imagery as a stand-alone file. iv. LICENSEE may not distribute, post or upload the Imagery online in a downloadable format or enable it to be distributed to mobile telephone devices without first obtaining an Extended License. v. LICENSEE may not include the Imagery in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining an Extended License for such purpose. vi. LICENSEE may not use the Imagery to create "on demand" products of any kind including, without limitation, t- shirts, posters, post cards, calendars and other items without first obtaining an Extended License. vii. LICENSEE may not use the imagery for products for resale, licensing, or distribution without first purchasing an Extended License. viii. LICENSEE may not use any Imagery in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials. ix. With respect to the software on the CD-ROM or other storage media, LICENSEE may not reverse engineer, decompile, disassemble or otherwise reduce the software to a human readable form. x. LICENSEE may not use any of the Imagery in any manner prohibited by any export laws, restrictions or regulations. xi. LICENSEE may not use the Imagery to promote the sale of imagery in competition with COMPANY. The following paragraphs apply to all Licensed Imagery, regardless of the type of license purchased.4. Number of Users/Seat LicenseLICENSEE may store the Imagery on a server, image library or network configuration to be viewed by LICENSEE or its clients provided that no more than 10 persons can access the Imagery. Before permitting access to more than 10 persons, LICENSEE must upgrade the seat license from COMPANY. 5. Copyright Notice /Photo CreditsLICENSEE acknowledges that providing credit for Photographers is a material aspect of this Agreement. LICENSEE agrees that for editorial usage, a credit line in the form of "© Photographer’s name / eStockPhoto.com" will be included adjacent to each image. LICENSEE agrees to supply COMPANY three (3) sample copies of each use, when practical. For commercial and theatrical use, LICENSEE agrees to provide credit according to customary industry practices for the usage. LICENSEE agrees to pay an additional 100% of the License value if the credit and copyright notice is not given in editorial use or in commercial use when appropriate. 6. Copyright InfringementCOMPANY grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Imagery. LICENSEE must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. COMPANY reserves the right to monitor for copyright infringements. 7. Product Endorsement or Sensitive Use DisclaimerIf any Imagery featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, LICENSEE must accompany each such use with a conspicuous statement that indicates that the person is a model and the Imagery is being used for illustrative purposes only. These requirements are without prejudice to the obligations of COMPANY regarding use of the Imagery contained elsewhere throughout this Agreement. 8. Model and Property ReleasesReleases are available, upon request, for Imagery captioned as containing model or property releases. This information is found on the Preview Page below the image. Unless specifically noted on the preview page of the image, no release has been obtained. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons, COMPANY grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Imagery. LICENSEE must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. COMPANY recommends consulting legal council as to the need for releases for a specific use as there can be liability to LICENSEE even though a model or property release has been obtained. 9. IndemnityLICENSEE agrees to defend, indemnify and hold COMPANY and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including attorneys' fees and costs), arising out of or as a result of claims by third parties relating to LICENSEE's use of any Imagery outside the scope of this Agreement or any other breach by LICENSEE of this Agreement. 10. Warranties and Limitation of LiabilityCOMPANY represents that it has the right to grant the license herein and warrants the Imagery to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM or refund of the purchase price, at COMPANY'S option. COMPANY makes no warranties with regards to the accuracy of imagery metadata including but not limited to keywords and captions. DIGITAL FILES ARE PROVIDED "AS IS." COMPANY MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. COMPANY MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK. COMPANY SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGERY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. COMPANY'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGERY (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE IMAGERY. LICENSEE may have additional rights under state law. LICENSEE warrants that it will use its best efforts to protect the Imagery from improper usage. LICENSEE agrees to maintain firewalls and other security measures to prevent the accidental or intentional theft, misappropriation or unauthorized copying of the imagery. 11. ConfidentialityLICENSEE acknowledges that certain information such as pricing and special licensing considerations granted to LICENSEE are valuable trade secrets and will not be disclosed to any other parties without prior written consent of COMPANY. 12. Payment TermsNo licenses are granted until full payment of COMPANY'S invoice is received. Unless credit terms have specifically been agreed to directly between COMPANY and LICENSEE, payment of COMPANY'S invoices must be received prior to the publication or other use of any Licensed Imagery. LICENSEE agrees to pay COMPANY a service charge of 1.5% per month on any unpaid balance after the first use of the Licensed Imagery. Any disputes concerning the invoice must be submitted in writing, within 10 business days of the invoice date, or the LICENSEE shall be deemed to have accepted the invoice as issued. LICENSEE is responsible for paying any collection fees charged to COMPANY to collect past due amounts. In the event of a conflict between the terms of this Agreement and any purchase order or other communication from LICENSEE, the terms of this agreement shall prevail. Upon reasonable notice, COMPANY may, at its discretion, either through its own employees or through a third party, audit LICENSEE'S records directly related to this Agreement and use of Licensed Imagery in order to verify compliance with the terms of this Agreement. 13. Cancellation Policy for Royalty-Free ImageryAll licenses are final; no refunds or credits will be allowed. The downloading of Imagery or the breaking of the CD- ROM seal is considered to be the complete fulfillment of COMPANY'S obligations. 14. Copyright Infringement and Liquidated DamagesIn the event that the LICENSEE utilizes any Imagery without or prior to the granting of a license, COMPANY reserves the right to seek damages through legal channels unless the LICENSEE agrees to reimburse COMPANY, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Imagery. If the LICENSEE fails to make the payment as outlined above, within five (5) days of COMPANY'S invoicing such fee, this liquidated damage provision shall be void and COMPANY reserves the right to file suit for copyright infringement, including attorneys' fees and all associated costs. 15. TerminationThe license contained in this Agreement will terminate automatically without notice from COMPANY if LICENSEE fails to comply with any provision of this Agreement. Upon termination, LICENSEE must immediately (i.) stop using the Imagery , (ii.) destroy or, upon the request of COMPANY, return the Imagery to COMPANY, and (iii.) delete or remove the Imagery from LICENSEE'S premises, computer systems, back-ups, and storage (electronic or physical). 16. RevocationCOMPANY reserves the right to revoke the license to use any Imagery for good cause and elect to replace such Imagery with alternate Imagery. Upon notice of any revocation of a license for any Imagery, LICENSEE shall immediately cease using such Imagery, shall take all reasonable steps to discontinue use of the revoked Imagery in products that already exist and shall inform all end-users and clients of same. The replacement Imagery is subject to the terms and conditions of this Agreement. 17. SeverabilityIf one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable. 18. Choice of Law/Attorney's feesThis Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. LICENSEE agrees that the Circuit or County Court of the State of New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If COMPANY is obligated to go to court to enforce any of its rights, the LICENSEE agrees to reimburse COMPANY for its legal fees and disbursements if COMPANY is successful. 19. WaiverNo action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement. 20. Entire ContractThis contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by LICENSEE, the terms of this Agreement shall govern. 21. Rights Surviving after TerminationThe following provisions of this Agreement will remain in effect notwithstanding the termination of this Agreement for any cause: License and Ownership, Copyright Infringement, Product Endorsement or Sensitive Use Disclaimer, Warrantees and Limitations of Liability, Indemnity, Payment Terms, Termination, and Choice of Law/Attorney's fees. 22. MiscellaneousThis website is owned and operated by COMPANY. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other US and international laws or treaties relating to intellectual property. Linked sites are not under COMPANY'S control and COMPANY is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites.
estock Photo / eStock Travel
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